The next day's encounter, known to history as the Battle of Cedar Creek,
was characterized by complex maneuvers and fighting over the same areas
at several different times. Combatants on both sides experienced a high
level of confusion. Although this lack of order within the battle can make
it difficult to follow the sequence of events in an orderly manner, the
fight may be viewed most simply in four phases: I. The Confederate approach
and surprise attack in the early morning; II. A stiffening Federal defense;
III. A lull during which each side reorganized; IV. The Federal counterattack
in the late afternoon which routed the Confederate forces and returned
the Federals to their morning positions.

PHASE I

The beautiful weather prevailed during the night, allowing Early's
forces to get into position with the help of a bright moon just past
full. The chances of surprise were enhanced further with a heavy ground
fog which developed about 0400 after the units had gotten to their attack
positions. Gordon's column, with the longest way to go, left as
soon as it got dark, about 2000. The men left behind anything that rattled
or clanked, such as their canteens, so as to assure silence on the march.
The column halted and closed up a few times; the longest pause being at
0100 where the railroad crossed the Shenandoah east of Strasburg. At about
that time, Wharton and Kershaw began moving. Early accompanied
Kershaw to Cedar Creek, pointed out the campfires of the Federal
positions, and explained how he wanted the attack made. Wharton continued
down the Valley Pike to Hupp's Hill. All of the infantry units were in
position by 0330. Rosser left about that hour to reach his position
just before daybreak. Some of his men skirmished briefly with Custer's
vedettes (sentinels) at about 0400, causing a few men in the VI
Corps to wake up and roll over in their blankets, nothing more.

Kershaw's men waded across Cedar Creek unopposed at 0430, formed
in a line of brigades, and eased so close to the Federals that they could
hear the early risers talking to each other in their tents. Gordon's
corps crossed at the same time, exchanging a few shots with some surprised
pickets, but causing no alarm. The head of his column then began moving
up a lane to its attack positions. The size of the force meant that Pegram's
people, the last to get across, were still coming up at about 0510
when Gordon began to advance.

The attack opened at 0500 when Kershaw's Division rose up, delivered
a thundering volley, and rushed the trenches of Colonel Joseph Thoburn's
First Division, VIII Corps. One brigade dissolved
in minutes as dazed, half-dressed men ran for safety. One Southerner said
the scene gave a new meaning to the word panic. The First
Brigade of the division, called under arms by its alert brigadier,
Colonel Thomas Wildes, minutes before the assault, fought briefly in its
position. Then two of its three regiments successfully delayed rearward,
fighting for nearly half an hour until they reached the Pike. A few minutes
after Kershaw's attack, Gordon's corps smashed into Colonel
Rutherford B. Hayes' Second Division, VIII Corps
which desperately resisted for a few minutes. Then, while a small group
remained and delayed courageously, many of its men fled to the rear. As
soon as Wharton heard Kershaw's attack, he closed up to the
Cedar Creek bridge. However, he could go no farther until the XIX Corps
units guarding it could be dislodged. Early joined him at about
0515, coming over from Kershaw's position. The Confederate artillery
raced forward to Hupp's Hill, going into battery against the XIX
Corps by about 0520. The final blows to the VIII
Corps were delivered by seven of their own guns which were captured
during Kershaw's first rush. Heroic efforts on the part of the Federal
gunners saved the other nine.

By this time, about 0535, the XIX Corps Commander,
General William H. Emory, and his subordinates were aware that they had
been flanked by Gordon. VIII Corps fugitives began to come across
the Pike and the sounds of combat could be heard drawing nearer rapidly.
General Emory began to reorient his line to meet Gordon's threat.
In doing this, he had to remove the covering units he had in the Cedar
Creek bridge area, thus allowing Wharton to come over and support
the battle. One brigade of the Second Division
had been standing to arms preparatory to going on a reconnaissance. It
and other elements of the Second Division attempted
to shift to their left and north to form a line parallel to the Pike to
meet Gordon. The First Division stayed in position but thinned its
line to allow two brigades to move in the direction of the fight. When
Wildes' battered First Brigade of the First Division,
VIII Corps emerged from the maelstrom, he reported the situation to Emory
and to General Wright, the acting army commander, who had rushed to the
scene. General Emory ordered Wildes to attack into the fray again in order
to buy time for the shifting corps units. The brave little unit turned
back and fought stubbornly for a few more minutes before being pushed back
again. General Wright had gone in with them and received a painful wound
in the chin which matted his beard with gore for the rest of the action.

In the meantime, Colonel Stephen Thomas's brigade
from the First Division, XIX Corps, made a singular sacrifice play several
hundred yards farther up the Pike. There, about 200 yards east of the road
it engaged in a brutal brawl for about half an hour before it, too, had
to pull back. By this time, most of the XIX Corps, Second
Division had withdrawn through the thin line formed by its sister unit.
The Confederate onslaught pressed the Federals back to positions centered
around Belle Grove, where mixed VIII and XIX Corps elements bought another
half hour. Their stand allowed most of the headquarters units and trains
to load up and withdraw. Even more importantly, their efforts gave the
three-division VI Corps time to get organized
for the attacking wave headed its way.

PHASE II

General James B. Ricketts' VI Corps units were able
to break camp and to get into line of battle before they became seriously engaged.
The Third Division, under General Joseph W. Keifer,
established a line oriented toward Cedar Creek. Its easternmost brigade
actually advanced farther southeastward to the right flank positions of the
XIX Corps. However, the flow of the XIX Corps troops withdrawing made it impossible
to hold a line and the brigade withdrew to its original position just west of
Meadow Brook. The XIX Corps elements, mostly First Division,
reorganized on Red Hill and extended the Third Division
lines westward in conjunction with Merritt's cavalry which
had come forward to help. It was well they did, as by about 0715 this whole
line was engaged in fierce fighting with Kershaw's Division. Contact
was lost with the rest of the corps but the Third Division
retained its integrity in a swirling struggle which gradually forced it back.

The First Division of the VI Corps, led by General Frank Wheaton, had a similar
experience just north of its sister unit. It moved first to a position on high
ground just east of Meadow Brook looking toward Belle Grove. But it soon was
forced back by Gordon's assaulting force to a line on the high ground
west of the brook. By this time, between 0730-0800, the fog began to burn off
and the Federal soldiers at last began to see their attackers. The First Division
slowly withdrew from this high ground position to link with the Third Division
about a mile to the northwest. From this position the two units reorganized
and established a tenuous link with the Second Division
of the corps which in the meantime had waged a magnificent fight closer to the
Pike.

The Second Division had been in the northernmost
bivouac site when the fighting in the VIII and XIX Corps areas was heard.
The division commander, General George W. Getty, marched his units toward
the sound of battle intending to link his right with the left of the First
Division. He then planned to pivot on the First Division onto the plain
between Meadow Brook and the Pike, north of Belle Grove. He was in the
act of doing so when the First Division was forced to withdraw, leaving
him unsupported on the plain. Undismayed, he delayed briefly on a rise
on the southern edge of Middletown, and then about 0800 he pulled his force
onto a hill west of Middletown where the town cemetery is located. There,
for about an hour, the Second Division, VI Corps
aggressively repelled successive assaults from each of four Confederate
divisions. The defense was so ferocious that Early assumed he was
fighting the whole VI Corps.

The fierce fighting had the effect of causing Early to lose focus
on the overall engagement while he concentrated on one problem, and the
Confederate attack thus lost momentum all along the line. Finally, in frustration,
Early directed all of his artillery to concentrate on the Second
Division, VI Corps in an attempt to blow it off its position. After
about thirty minutes of this, Lewis Grant, by then the acting commander,
felt it best to retire to the main Federal line being formed about a mile
farther north. He pulled back to a line on the northern edge of Middletown,
defined by CR 627, rested for about 20 minutes, and then, unopposed, moved
back a mile to a more defensible position just south of CR 633. It should
be noted that by the time of the Second Division's
stand, most of the Federal cavalry had been moved
to the east side of the Federal line. It had linked with the Second
Division and was threatening Early's flank. Recalling what cavalry
had done to him in two earlier fights may have influenced Early's decision
to put most of his strength on this flank.

PHASE III

The Confederate forces now occupied the line just north of Middletown
recently vacated by the Second Division, VI Corps, and Early called
a halt to reorganize, much to the chagrin of many of his commanders. The
armies were now facing each other front to front in lines perpendicular
to the Pike a little over a mile apart.

At about 1030, General Sheridan, returning from
his conference in Washington, arrived on the scene after a ride from Winchester
which has become legend. His presence inspired his battered forces tremendously.
One soldier said it was like an "electric shock." Sheridan completed the
rebuilding of the line already begun by General Wright in time to repulse
a halfhearted Confederate probe launched at 1300 which brought Gordon's,
Kershaw's and Ramseur'sunits up to a
line parallel with CR 634.

PHASE IV

Sheridan placed a cavalry division on each flank with the VI
Corps and XIX Corps on line. VIII
Corps elements were in reserve. His plan for counterattack called for
the cavalry to press both of Early's flanks while the XIX Corps
pivoted southeastward on the VI Corps. By 1530 the Confederate skirmishers
had been pushed in, and the main attack began around 1600. Confederate
resistance north of Middletown was fierce for about an hour. Then Gordon's
thinner lines to the west were broken, and Custer's Federal cavalry on
that flank moved for Early's rear. This created panic along the
whole Confederate line, which quickly turned into a rearward stampede.
The Confederate artillery with a few infantry made brief delays at the
old XIX Corps positions and at Stickley's and Hupp's Hill, but Early
had lost control as his forces dissolved in an effort to escape the
Federal pursuit.

The disaster was compounded when a small bridge near Spangler's Mill
on US 11 south of Strasburg broke. This caused a jam which prevented any
rolling stock from moving farther south. Thus, most of the guns and wagons
captured in the morning, plus nearly all those belonging to Early's
forces, had to be abandoned to the rampaging Federal
cavalry. Early's shattered force gathered at Fisher's Hill and withdrew
southward before dawn the next day. Confederate military power in the Valley
was ended forever.